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安琪酵母: 安琪酵母股份有限公司独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The document outlines the independent director system of Angel Yeast Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their roles effectively [1][2][3] Group 1: General Provisions - The independent director is defined as a director who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must act in accordance with relevant laws and the company's articles of association [1][2] Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [2] - At least one-third of the board members must be independent directors, including at least one accounting professional with relevant qualifications [2][3] Group 3: Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Group 4: Nomination and Election - The board or shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be elected by the shareholders' meeting [4][5] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [5][6] Group 5: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [7][8] - They have special powers, including the ability to hire external consultants and propose meetings [8][9] Group 6: Reporting and Communication - Independent directors must attend board meetings and provide clear opinions on agenda items, including dissenting opinions when necessary [10][11] - They are required to submit annual reports detailing their activities and interactions with shareholders [12][13] Group 7: Support and Compensation - The company must provide necessary resources and support for independent directors to perform their duties effectively [21][22] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders' meeting [23]
安琪酵母: 安琪酵母股份有限公司董事会提名委员会实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
安琪酵母股份有限公司 董事会提名委员会实施细则 (2025 年 8 月修订稿) 第一章 总则 第一条 为规范公司决策和高级管理人员的产生,优化董事 会和高级管理人员结构,完善公司法人治理结构。根据《中华人 民共和国公司法》《上市公司治理准则》《公司章程》及其他有 关规定,公司特设立董事会提名委员会,并制定本实施细则。 第六条 提名委员会委员任期与董事会任期一致。委员任期 届满,连选可以连任。期间如有委员不再担任公司董事职务,自 动失去委员资格,并由委员会根据上述第三至第五条规定补足委 — 1 — 员人数。 第七条 提名委员会下设工作小组,负责日常联络和会议组 织等工作。 第三章 职责权限 第八条 提名委员会的主要职责包括: (一)研究董事、高级管理人员的选择标准和程序并提出建 议; 第二条 董事会提名委员会是董事会按照股东会决议设立的 专门工作机构,主要负责对公司董事和高级管理人员的人选进行 遴选并向董事会提出建议。 第二章 人员组成 第三条 提名委员会成员由五至七名董事组成,成员中独立 董事应当占多数。 第四条 提名委员会委员由董事长、二分之一以上独立董事 或者全体董事的三分之一提名,并由董事会选举产生。 ...
安琪酵母: 安琪酵母股份有限公司关联交易管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The management system aims to regulate related party transactions of the company and protect the rights of non-related shareholders [1] - Related party transactions must adhere to principles of honesty, openness, fairness, and justice [1][2] - The conditions of related party transactions should be fair and in the company's interest, without harming the interests of the company and non-related shareholders [1] Definition and Scope of Related Party Transactions - Related party transactions refer to matters that may lead to the transfer of resources or obligations between the company or its subsidiaries and related parties [1][2] - Related parties include both legal entities and natural persons that have a significant influence on the company [2][3] Reporting and Disclosure of Related Parties - Company directors, senior management, and shareholders holding more than 5% of shares must report their related party relationships to the company's securities department [4] - The board of directors' audit and risk committee must confirm the list of related parties and report it to the board [4] Decision-Making Procedures for Related Party Transactions - Related directors must abstain from voting on related party transactions, and if the board lacks a quorum, the matter must be submitted to the shareholders' meeting [5][6] - Related shareholders must also abstain from voting on related party transactions, and their voting rights will not be counted [6][7] Disclosure Requirements - Transactions between the company and related natural persons exceeding 300,000 RMB must be disclosed, while those with related legal entities exceeding 3 million RMB must also be disclosed and submitted for board approval [7][8] - Major related party transactions exceeding 3 million RMB and accounting for more than 5% of the company's net assets must be audited and submitted for shareholder approval [8] Pricing of Related Party Transactions - Related party transactions must be conducted at fair prices, with specific pricing methods outlined, including cost-plus, resale price, and comparable uncontrolled price methods [17][18] - If the transaction price exceeds 100% of the book value, the company must provide a profit forecast report and allow shareholders to participate in voting [19][20] Prevention of Fund Occupation by Related Parties - The company must strictly limit the occupation of funds by related parties and cannot provide funds for non-operational purposes [12][13] - The board of directors is responsible for monitoring and preventing the occupation of company funds by related parties [15][16] Final Provisions - The management system will take effect after approval by the company's board of directors and shareholders [21]
安琪酵母:2025年上半年归属净利润同比增长15.66%,国际业务保持快速增长
Cai Jing Wang· 2025-08-14 15:32
Core Viewpoint - Anqihome's 2025 semi-annual report shows strong financial performance with a revenue increase of 10.10% and a net profit growth of 15.66% compared to the previous year [1] Financial Performance - The company achieved an operating income of 7.899 billion yuan in the first half of 2025, reflecting a year-on-year growth of 10.10% [1] - The net profit attributable to shareholders reached 799 million yuan, marking a year-on-year increase of 15.66% [1] Product and Business Development - The company is actively promoting new products and businesses, with strategic new product yeast protein being successfully marketed and maintaining stable cooperation with multiple clients [1] - Significant progress has been made in market development for new products such as cranberry and high-sugar, high-activity dry yeast series [1] International Business Growth - International business is experiencing rapid growth, with the company effectively responding to external environmental challenges and optimizing production and sales scheduling to ensure order delivery [1] - The company is advancing targeted marketing in key markets, resulting in comprehensive growth in overseas business [1] - Continuous strengthening of overseas subsidiary construction and localization of marketing personnel has led to significant success in developing clients in emerging markets [1]
安琪酵母:2025年半年度净利润同比增长15.66%
Zheng Quan Ri Bao Zhi Sheng· 2025-08-14 13:12
(编辑 任世碧) 证券日报网讯 8月14日晚间,安琪酵母发布2025年半年度报告摘要称,公司2025年半年度实现营业收入 为7,899,297,546.76元,同比增长10.10%;实现归属于上市公司股东的净利润为799,358,009.92 元,同比增长15.66%。 ...
安琪酵母:8月13日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-14 09:37
Group 1 - The core viewpoint of the article is that Angel Yeast (SH 600298) held its 10th fifth board meeting on August 13, 2025, to review its 2025 semi-annual report and other documents [1] - For the year 2024, Angel Yeast's revenue composition is as follows: yeast and deep processing products account for 71.42%, food raw materials account for 9.45%, sugar production accounts for 8.32%, others account for 7.69%, and packaging industry accounts for 2.69% [1] - As of the report date, Angel Yeast has a market capitalization of 30.9 billion yuan [1]
安琪酵母:上半年净利润7.99亿元 同比增长15.66%
Zheng Quan Shi Bao Wang· 2025-08-14 09:16
Group 1 - The core viewpoint of the article is that Angel Yeast (600298) reported a positive financial performance for the first half of 2025, with significant growth in both revenue and net profit [1] Group 2 - The company achieved an operating income of 7.899 billion yuan, representing a year-on-year increase of 10.1% [1] - The net profit attributable to shareholders reached 799 million yuan, reflecting a year-on-year growth of 15.66% [1] - The basic earnings per share were reported at 0.94 yuan [1]
安琪酵母: 安琪酵母股份有限公司关于变更注册资本及股份数并修订《公司章程》有关条款的议案
Zheng Quan Zhi Xing· 2025-07-24 16:33
Core Points - The company announced a change in registered capital and the number of shares, along with amendments to its Articles of Association [1] - The decision was made during the fourth meeting of the tenth board of directors held on July 24, 2025 [1] - The company completed a share repurchase and cancellation on May 28, 2025, resulting in the cancellation of 506,200 shares [1] Summary by Sections Registered Capital and Share Count - The registered capital of the company will be adjusted as a result of the share cancellation [1] - The number of issued shares will also be reduced accordingly [1] Amendments to Articles of Association - Specific amendments to Article 6 and Article 24 of the Articles of Association were made to reflect the changes in registered capital and share count [1] - The remaining content of the Articles of Association remains unchanged [1] Future Actions - The company plans to submit the amended Articles of Association for approval at the third extraordinary general meeting of shareholders in 2025 [1] - Following approval, the company will proceed with the necessary business registration changes and filing of the amended Articles [1]
安琪酵母: 安琪酵母股份有限公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-24 16:33
General Overview - The company is named Angel Yeast Co., Ltd., established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [2][4] - The registered capital of the company is RMB 868,138,471 [4] - The company is located in Yichang City, Hubei Province, and has a unified social credit code [2][4] Business Objectives and Scope - The company's business objective is to utilize biotechnology to serve the general public [7] - The company is engaged in various sectors including food production, beverage production, health food production, and pharmaceuticals [7] Share Structure - The company issues shares in the form of stocks, with all shares being ordinary shares [8][24] - The total number of shares issued by the company is 868,138,471 [8] Corporate Governance - The company has a governance structure that includes a Party Committee, Board of Directors, and a management team [5][6] - The Party Committee plays a crucial role in guiding the company's direction and ensuring compliance with national policies [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions [16][17] - Shareholders are required to comply with laws and regulations, and they are liable for their subscribed shares [21][22] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [24][25] - Shareholders holding more than 10% of shares can request the convening of a temporary meeting [27][28] Financial Management - The company is required to maintain a financial accounting system and undergo internal audits [8] - The company must disclose financial information and ensure compliance with relevant laws and regulations [18][19]
安琪酵母: 上海市锦天城律师事务所关于安琪酵母股份有限公司2024年限制性股票激励计划部分限制性股票回购注销实施事项之法律意见书
Zheng Quan Zhi Xing· 2025-05-25 08:22
Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm addresses the implementation of the repurchase and cancellation of part of the restricted stock under the 2024 incentive plan of Angel Yeast Co., Ltd. [1] Group 1: Decision and Disclosure Procedures - The company has completed the necessary decision-making and disclosure procedures for the repurchase and cancellation of restricted stocks, including approvals from the 37th and 39th meetings of the board [5] - The company has publicly disclosed the repurchase plan and confirmed that no creditors have claimed debts during the public notice period of 45 days [5][6] Group 2: Details of the Repurchase and Cancellation - The repurchase and cancellation involve 488,000 shares of restricted stock due to 39 incentive targets no longer meeting the conditions for incentives [6] - After the repurchase, the remaining restricted stocks under the incentive plan will total 10,988,000 shares [6] - The repurchase is expected to be completed by May 28, 2025, and the company will proceed with the necessary capital reduction registration after the cancellation [6] Group 3: Legal Conclusions - The law firm concludes that the company has fulfilled its disclosure obligations and complied with relevant regulations regarding the repurchase and cancellation of restricted stocks [6]